1.         Definitions and Interpretation

1.1 The following are the standard terms and conditions under which SS Computer Services Ltd (“the Company”) sells computer hardware, licences computer software and supplies related services. These Terms and Conditions shall, unless otherwise expressly stated in writing, apply to the subject matter of any agreement in respect thereof.

1.2 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Acceptance Certificate” A document to be used in conjunction with the supply of Products to be signed by the Customer on delivery indicating their acceptance of that delivery;
“Agreement” Any agreements entered into between the Company and a Customer to which these standard Terms and Conditions apply;
“Customer” The individual, business, or other organisation with whom the Company supplies products and services to;
“Supplier” Any supplier of Products or Services to the Company;
“Products” Computer hardware, software and associated equipment that may be supplied by the Company; and
“Services” Any service supplied by the Company.

1.3 Any reference to a day or days refers to business days – that is any day which is not a weekend or public or bank holiday in the United Kingdom.

1.4 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2.         Customer Orders

Customer orders, if accepted by the Company, shall be subject to these Terms and Conditions and to the availability of all relevant Products and Services.

3.         Quotations

3.1 All quotations are deemed to be subject to these Terms and Conditions and shall be valid for 14 days unless otherwise stated on the quotation.

3.2 The Company reserves the right to withdraw or amend any quotation prior to the Agreement.

3.3 The Company reserves the right to withdraw or amend any quotation following the Agreement where:

3.3.1 Where prices have been incorrectly quoted or an incorrect discount has been applied.

3.3.2 Products or Services are withdrawn by the Supplier or the Supplier increases the charges for Products or Services to the Company; or

3.3.3 Specifications of Products or Services are varied by the Supplier.

4.         Product Specifications

4.1 The Company shall use reasonable endeavours to advise the Customer of variations to Product specifications following formal notification to the Company of such variations by the Supplier.

4.2 Where changes to Product specifications significantly alter the price or fitness for purpose of the Products the Company and the Customer shall agree upon such changes in writing or arrange for the supply of alternative Products.

4.3 Changes to Product specifications shall not provide grounds for cancellation of Customer orders unless such cancellation is agreed to in writing by the Company and the Customer.

5.         Hardware and Software Products

5.1 Products shall be supplied by the Company on the terms and conditions of use for such Products as defined by the Suppliers at the time of delivery.

5.2 The Company gives no warranty to the Customer in respect of Product that is purchased by the Company from a Supplier for resale to the Customer but shall take reasonable steps to assist Customer in pursuing warranty claims against the relevant Supplier.

5.3 Unless otherwise specified in the Agreement, the Company shall only deliver non-modifiable and executable run-time versions of Software.

5.4 The Customer must comply with the terms of the Supplier’s software licenses.

6.         Delivery and Acceptance

6.1 Unless it is agreed otherwise delivery shall be to the Customer’s address as specified in the Agreement.

6.2 The Company shall not be liable for any shortfalls in delivery or variation from Product specification on delivery unless a claim in writing is made by the Customer within 7 days of delivery.

6.3 In circumstances where the Company has attempted to physically deliver Products to the Customer and the Customer is unable or unwilling to accept such delivery, the Customer will be charged for the cost of the failed delivery in addition to any and all subsequent attempts. If the Customer is unable to accept delivery, a new date shall be set by mutual agreement of the parties. If the Customer is unwilling to accept delivery, the parties shall seek to vary the Agreement as appropriate by mutual agreement or the Customer shall seek to terminate the Agreement in accordance with Clause 18 of these Terms and Conditions.

7.         Warranty

7.1 Subject to Clause 6.2 of these Terms and Conditions and in respect of Product which is directly produced by the Company or Services provided directly by the Company, the only warranty given by the Company to the Customer is that the Company shall in accordance with normally accepted professional standards make good as quickly as is reasonably possible and at its own expense any defects identified on any relevant Acceptance Certificate or which develops during a period of 30 days after delivery of the Product or performance of the Services.

7.2 The Company does not warrant that the Products are free from minor errors not materially affecting performance. Such errors shall not be rectified in the absence of a prior written agreement to the contrary.

7.3 The undertaking given in this Clause shall not apply if the Product has been altered by any party other than the Company or has been operated or run on any platform or in any environment inappropriate for the Product.

8.         Return of Products

8.1 The return of Products shall be at the sole discretion of the Company.

9.         Title and Risk

9.1 Risk of loss or damage in respect of any tangible item shall pass to the Customer on delivery or collection of the item by the Customer or his agent.

9.2 The legal and beneficial ownership of Products and/or associated material supplied as part of Products and/or Services shall remain with the Company until payment in full in respect of all such Products and associated material supplied as part of Products and/or Services has been received by the Company in accordance with the terms of the Agreement.

9.3 Until such payment is received in full the Company may without prejudice to any of its rights recover or resell any of the Products and/or associated material and may enter upon the Customer’s premises by its servants or agents for that purpose.

9.4 Where a licence shall be granted by a Supplier and/or the Company to the Customer then the Customer shall not have the benefit of the licence until payment in full has been received by the Company.

10.         Payment

10.1 The Company shall render to the Customer an invoice or series of invoices in Pounds Sterling pursuant to the supply of Products and Services.

10.1.1 All Services shall be invoiced in full and in advance.

10.1.2 The time stipulated for payment shall be outlined in the Invoice.

10.2 Without prejudice to any other rights the Company may have in respect of any failure by the Customer to pay the charges or other monies payable pursuant to the Agreement, the Company may charge interest at the rate 3% above the base rate of the Bank of England from time to time in force, after as well as before judgement on any amount due from the Customer to the Company from the date due for payment until payment is received.

11.         Performance

11.1 The Company shall use its reasonable endeavours to comply with any day or dates for despatch or delivery of Products and for the supply of Services as stated in the Agreement. Unless the Agreement contains express provisions to the contrary, such dates shall constitute only statements of expectation and shall not be binding. If the Company, having used its reasonable endeavours fails to despatch or deliver the Products, or to supply or complete the Services by such date or dates whether or not binding, such failure shall not constitute a breach of the Agreement. The Customer shall not be entitled to treat the Agreement as thereby repudiated or to rescind it or any ancillary Agreement in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.

11.2 When expedited delivery is agreed to by the Company and the Customer and necessitates overtime or other additional costs, the Customer shall reimburse the Company for the amount of such overtime payment or other costs and shall pay the same within 30 days of invoice.

11.3 If performance of the Agreement is suspended at the request of or delayed through default of the Customer including, but without prejudice to the generality of the foregoing, incomplete or incorrect instructions, or refusal to accept delivery of the Products or Services for a period of 30 days, the Company shall be entitled to payment at the then prevailing rates for the Services already performed, Products supplied or ordered and any other additional costs thereby incurred and the Customer shall pay such sums within 30 days of invoice.

12.         Liability

12.1 The following provisions set out the Company’s entire liability (including any liability for the acts and omissions of its employees) to the Customer in respect of:

12.1.1 Any breach of its contractual obligations arising out of the Agreement; and

12.1.2 Any representation, statement or tortious act or omission, including negligence arising out of or in connection with the Agreement.

12.2 The Customer’s attention is drawn to the following provisions:

12.2.1 The Company’s liability to the Customer for death or injury resulting from its own or that of its employee’s negligence shall not be limited;

12.2.2 Any act or omission on the part of the Company falling within this clause shall be known as an “Event of Default”; and

12.2.3 Subject to the limit set out below the Company shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of the Company or its employees or the breach of contract by the Company.

12.3 Subject to the provisions of clause 17.2.1:

12.3.1 The Company’s entire liability in respect of any Event of Default shall be limited to the value of the Agreement;

12.3.2 The Company shall not be liable to the Customer in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the same. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement; and

12.3.3 The Company shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon the Company within one year of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

12.4 The Customer hereby agrees to afford the Company not less than 30 days in which to remedy any Event of Default.

12.5 Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

13.         Cancellation of Order

The Customer shall not be entitled to cancel any order for Product(s) and/or Service(s) or any part thereof except upon terms which reimburse the Company for loss of Profit and all costs, charges and expenses incurred by the Company in respect of the Product(s) and/or Service(s) or any part thereof up to the date of receipt by the Company of written notification of cancellation form the Customer..

14.         Intellectual Property Indemnity

14.1 The Company shall indemnify and hold the Customer and its employees from and against all loss and damage and cost and expense resulting from or arising out of any threatened or actual infringement of patents, copyright, registered designs or other intellectual property rights belonging to any party provided that the Customer shall:

14.1.1 Notify the Company in writing of any allegation or infringement;

14.1.2 Make no admission without the Company’s consent; and

14.1.3 At the Company’s request allow the Company to conduct and/or settle all negotiations in or prior to litigation and give the Company all reasonable assistance in respect thereof.

15.         Health and Safety

15.1 The Customer shall take all reasonable precautions to ensure the health and safety of the Company’s employees while on the Customer’s premises.

15.2 The Company shall not be liable to the Customer in any civil proceeding brought by the Customer against the Company under any Health and Safety Regulations, except where such exclusion of liability is prohibited by law.

15.3 The Customer shall indemnify and keep indemnified the Company in respect of any liability, monetary penalty or fine in respect of or in connection with the Product(s) and Service(s) incurred directly or indirectly by the Company under any Regulations, orders or directions made thereunder arising or resulting from the Customer’s default.

16.         Notices

16.1 Any notice shall be in writing signed by a Director of the Company or by some person duly authorised by a Director of the Company and shall be delivered personally, sent by prepaid recorded delivery (airmail if overseas) or by facsimile transmission to the party due to receive such notice at the address of the party as shown in the Agreement or to such other address as shall be notified in writing to the other party to the Agreement from time to time.

16.2 Any notice delivered personally shall be deemed to be received when delivered. Any notice sent by prepaid recorded delivery shall be deemed (in the absence of evidence of earlier receipt) to be received 48 hours after posting (6 days if sent by airmail). In proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly posted.

16.3 Any notice sent by facsimile transmission shall be deemed to have been received upon receipt by the sender of the correct transmission report.

17.         Arbitration

Subject to the agreement of the parties, if any dispute or difference shall arise between the Company and the Customer on any matter relating to or arising out of the Agreement, such a dispute shall be referred to the arbitration of a single Arbitrator to be agreed upon by the parties or failing agreement to be appointed by the then President of the Law Society of England and Wales.

18.         Waiver

The rights and remedies of either party under the Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the other party nor any failure or delay by the other party in asserting or exercising any such rights or remedies.

19.         Severance

If at any time any one or more clause, sub-clause, paragraph, subparagraph or any other part of the Agreement or these Terms and Conditions is held to be, or becomes, void or otherwise unenforceable for any reason under any applicable law the same shall be deemed omitted and the validity and/or enforceability of the remaining provisions of the Agreement or these Terms and Conditions shall not any way be affected or impaired thereby.

20.         Force Majeure

20.1 In the event that either party is prevented from fulfilling its obligations under the Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 30.2) the party shall not be deemed to be in breach of its obligations under the Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

21.         Non Solicitation

Neither the Customer nor the Company shall during the term of the Agreement and for a period of 12 months thereafter solicit or entice away or endeavour to solicit or entice away from the other any employee who has worked under the Agreement without written consent of the other.

22.         Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute concerning it or its interpretation shall be adjudicated in that Jurisdiction.